S-11/A: Fermi Inc. Targets AI Power with $603M IPO

Sentiment:

Initial Public Offering (IPO) Registration Statement 29 September 2025 11:50 AM

Fermi Inc., an advanced energy and hyperscaler development company, is launching an initial public offering to fund its multi-gigawatt Project Matador campus in Texas, aiming to power future AI infrastructure.

Delay expectedThe company's business model is highly dependent on the successful construction, development, leasing, and continued maintenance of Project Matador, which faces execution risks and potential delays.There is no guarantee that binding contracts with tenants will be secured, which could significantly delay planned construction and operations.Reliance on third-party manufacturing and supply chain relationships may lead to increased costs and delays, particularly for industrial scale gas-fired turbines (with reported lead-times of up to seven years) and nuclear reactor components.Nuclear construction projects, such as Westinghouse Reactors and SMRs, are historically costly and time-consuming, with potential for delays and cost overruns due to procurement, licensing, and regulatory approvals.The scale of infrastructure planned at Project Matador requires extensive permitting, interconnection, and third-party coordination, where delays with any counterparty or regulator could cascade into project-wide impacts.Federal environmental review processes, including NEPA, may materially delay or restrict project development, with reviews potentially taking multiple years and subject to litigation.

Capital raiseThe current IPO aims to raise approximately $603.3 million in net proceeds to fund early-stage infrastructure investments and general corporate purposes.Project Matador's full development is estimated to require $70 billion to $90 billion in capital expenditures, necessitating substantial additional future funding through equity financings, debt issuances, and tenant prepayments.The company secured a $100 million senior secured term loan from Macquarie Equipment Capital, Inc., which can be increased to $250 million, to finance obligations under the Siemens Contract.Approximately $107.6 million was raised through the issuance of Preferred Units to a consortium of third-party investors.A total of $246.6 million was raised through convertible debt financing (Seed, Series A, and Series B Convertible Notes), which have since converted into Class A Units.

Worse than expectedThe company reported significant net losses of $77,831 for Jan 10-Mar 31, 2025, and $6,367,603 for Jan 10-Jun 30, 2025, indicating it is in a pre-revenue, development-stage with ongoing financial losses.A material weakness in internal control over financial reporting has been identified, which could impair the ability to produce timely and accurate financial statements and affect investor confidence.

Summary

Fermi Inc. is a development-stage company focused on providing low-carbon, HyperRedundant, and on-demand power for AI infrastructure, with its flagship Project Matador in Amarillo, Texas.
The company aims to deliver up to 11 GW of power by 2038, with an initial target of 1.1 GW online by the end of 2026.
Project Matador, situated on a 5,236-acre site, will integrate natural gas, nuclear (Westinghouse Reactors and SMRs), solar PV, and Battery Energy Storage Systems (BESS).
Fermi LLC, the predecessor entity, reported a net loss of $6.4 million for the period from January 10, 2025 (Inception) through June 30, 2025.
The company is offering 32,500,000 shares of common stock in its IPO, with an estimated net proceeds of approximately $603.3 million at the midpoint price of $20.00 per share.
Total capital expenditures for Phase 0 and Phase 1 of Project Matador are expected to exceed $2 billion, with overall project capital needs estimated between $70 billion and $90 billion by 2038.
A non-binding Letter of Intent (LOI) has been signed with an investment-grade tenant for over 1 GW of powered shell capacity across 12 facilities, with a 20-year initial lease term.
Key recent developments include gas supply agreements with an Energy Transfer affiliate, a $100 million senior secured term loan from Macquarie, and the acquisition of Siemens and GE gas turbine equipment.
Fermi filed a Combined License Application (COL Application) for 4 GW of nuclear power with the U.S. Nuclear Regulatory Commission (NRC) on June 17, 2025, which was accepted for review on September 5, 2025.
The company intends to elect and maintain its qualification as a Real Estate Investment Trust (REIT) for U.S. federal income tax purposes, commencing with the short taxable year ending December 31, 2025.

Sentiment

Score: 5

Explanation: The company presents an ambitious, high-potential project in a rapidly growing market (AI infrastructure) with a strong management team and strategic assets. However, it is a development-stage company with no revenue, significant financial losses, substantial capital requirements, and numerous execution, regulatory, and financial risks, including an identified material weakness in internal controls. The non-binding nature of key agreements adds uncertainty. The sentiment is neutral, reflecting both the high upside potential and the considerable inherent risks and early stage of development.

Positives

Strategic location of Project Matador adjacent to a large natural gas field, within a high-radiance solar corridor, and well-positioned for advanced nuclear development.
Proximity to the U.S. Department of Energy's Pantex Plant offers access to a highly experienced nuclear workforce and enhanced security infrastructure.
Management team possesses over a century of combined expertise in energy infrastructure, large-scale project development, and operational execution.
The company has secured approximately 720 MW of generating capacity and has a preliminary commitment from SPS for an additional 200 MW, targeting 1.1 GW by end of 2026.
Filing of a COL Application for four Westinghouse Reactors with the NRC, accepted for review, positions Fermi for accelerated nuclear development.
Non-binding LOI with an investment-grade tenant for over 1 GW of powered shell capacity, indicating strong market interest and potential for stable, long-term revenue.
The REIT structure is expected to provide tax advantages, allowing greater cash flows for reinvestment and distribution to shareholders.
Development of an AI-powered project management office, MATRIX, aims to streamline execution, reduce time, cost, and risk for large projects.

Negatives

Fermi is a development-stage company with no operating history or historical revenue, facing significant execution risk across all major business components.
The company incurred significant financial losses, with a net loss of $6.4 million for the period from Inception through June 30, 2025.
A material weakness in internal control over financial reporting has been identified, requiring remediation efforts.
Project Matador requires substantial additional capital, estimated between $70 billion and $90 billion for full buildout, with no guarantee of securing such financing on acceptable terms.
The non-binding nature of the initial tenant LOI means there is no assurance a definitive agreement will be reached or that terms will remain favorable.
Reliance on third-party manufacturing and supply chains for critical equipment (e.g., gas turbines, nuclear components) introduces risks of increased costs and delays.
The company's management team has limited experience in operating a public company, which may strain resources and divert attention.
The Macquarie Term Loan includes redemption rights for the lender, potentially requiring full repayment 150 days after an IPO at a 1.50x multiple on invested capital.

Risks

We are a development-stage company with no operating history or historical revenue, and we face execution risk across all major components of our business.
We have not yet constructed our facilities or entered into any binding contract with any tenants, and there is no guarantee that we will be able to do so in the future.
We will be dependent on third-party manufacturing and supply chain relationships to build and operate our facilities, which may result in increased costs, delays, and loss of revenue.
We will require significant additional capital to construct and complete Project Matador, and we may not be able to secure such financing on time with acceptable terms, or at all.
Technological advances or disruptive innovations, specifically advancements in artificial intelligence, may outpace our development cycle, and we are exposed to technology obsolescence across all major asset classes.
We may not achieve tenant adoption at the pace or pricing levels required for financial viability.
We depend on third-party vendors, contractors, and consultants to support our business.
Terrorist attacks, cyberattacks and threats may compromise the integrity of our hybrid grid systems and could have a material adverse effect on our business, financial condition, and results of operations.
Our use of technologies and systems that use AI or large-scale language models (LLMs), including MATRIX, may cause inadvertent or unexpected impacts that may introduce new operational, legal, and regulatory risks.
Project Matador is an unprecedented, large-scale, multi-phase development effort that presents significant planning, execution, and coordination risks.
Our ability to develop and retain site control depends on maintaining our leasehold interest with the Texas Tech University System.
The scale of infrastructure planned at Project Matador will require extensive permitting, interconnection, and third-party coordination.
High demand for, constraints on the supply of, and increasing costs for industrial scale gas-fired turbines could lead to significant delays.
Westinghouse Reactors and SMRs can be costly and time consuming to construct and commercialize; delays and cost overruns may materially adversely affect our business.
Our construction and delivery timeline estimates for our facilities and other equipment may increase due to a number of factors.
Our business operations rely heavily on securing agreements with suppliers for essential materials, equipment, and components.
If we cannot obtain required permits, licenses and regulatory clearance or approvals for Project Matador or our operations, or are unable to maintain such, we may not be able to continue or expand our operations.
We are subject to complex, evolving, and potentially burdensome regulatory requirements, including nuclear safety regulation.
Accidents involving nuclear power facilities could materially and adversely affect public perception, demand, regulatory requirements, and costs.
We are subject to federal environmental review processes, including NEPA, that may materially delay or restrict project development.
Commodity prices (particularly for natural gas) could impact economic viability or impair ability to commence operations if costs are not adequately passed through to tenants.
Our near-term revenue may be heavily concentrated among a small number of anchor tenants.
Failure of any major tenant to perform under its lease could result in material financial losses.
Our failure to qualify or maintain our qualification as a REIT for U.S. federal income tax purposes would reduce funds available for distribution.
Adverse macroeconomic conditions could impair our ability to raise capital or complete development phases.
We have identified a material weakness in our internal control over financial reporting.
The JOBS Act allows us to postpone compliance with certain laws and regulations, which may make our common stock less attractive to investors.
Our stock price may change significantly following this offering, and you may not be able to resell shares at or above the price you paid.
A significant portion of our total outstanding shares of common stock are restricted from immediate resale but may be sold into the market in the near future, causing price drops.
Our Charter will designate the Business Court in the First Business Court Division of the State of Texas as the exclusive forum for certain litigation, limiting shareholders' ability to obtain a favorable judicial forum.
Dual listing on the Nasdaq and the London Stock Exchange may lead to an inefficient market in the shares of common stock.

Future Outlook

Fermi Inc. anticipates significant growth driven by the accelerating demand for AI compute power, aiming to become a premier provider of integrated energy and data center infrastructure. The company plans a multi-phase development of Project Matador to deliver up to 11 GW of power by 2038, anchored by nuclear and natural gas generation, supplemented by solar and battery storage. Future success hinges on securing binding tenant leases, timely project financing, and navigating complex regulatory environments, with a focus on replicating its integrated development model in other strategic locations.

Management Comments

Our mission is to power the artificial intelligence (AI) needs of tomorrow.
Fermi has a unique combination of important advantages that will help propel America's AI economy forward.
Project Matador represents unmatched, sector-defining potential to deliver up to 11 GW of power to on-site compute centers by 2038.
Our management team uniquely equips Fermi to deliver on time and at scale from early-stage development through online operations.
We believe our HyperRedundant site is strategically located adjacent to one of the largest known natural gas fields in the United States.
Our proposed, bifurcated system design segregates the nuclear reactor and other nuclear energy production and associated safety systems from the non-nuclear steam-driven power generation side of the nuclear island, aiming for faster execution and simpler regulatory process.
We believe our efficient, scaled and environmentally responsible behind-the-meter energy model that is supplemented by grid connections for additional redundancy avoids the most significant bottlenecks facing many other currently planned AI data center projects.
We believe our tenants desire near term access and significant, consistent scale to expand into multi-year development.
We believe our large-scale site is attractive to hyperscalers who seek partners to grow as they grow.

Industry Context

The global generative AI market is projected to grow from $64 billion in 2023 to $457 billion by 2027, with AI power demand expected to increase from 55 GW in 2023 to 219 GW by 2030. This exponential growth is creating severe power shortages and infrastructure bottlenecks, particularly in traditional data center markets like northern Virginia, driving hyperscalers to seek grid-independent, scalable power solutions in Tier 2 and Tier 3 markets. Fermi's vertically integrated, behind-the-meter energy model directly addresses this critical constraint, positioning Project Matador as a potential hub for future AI and cloud computing.

Comparison to Industry Standards

Fermi's targeted five-year construction cycle for each nuclear unit is in line with previous completed projects in China and the UAE, contrasting with the approximately fifteen years taken for the Southern Company's Vogtle nuclear power plant in Georgia.
Traditional data centers typically support rack-level power densities of 3-10 kW per rack, while Fermi's infrastructure is designed for next-generation AI deployments targeting 50-100 kW per rack, and in some cases, up to 240 kW per rack, aligning with increasing power density needs.
Fermi's behind-the-meter energy model aims to avoid significant impediments faced by many other planned AI data center projects that largely rely on public grids for power, which are experiencing multi-year interconnection queues and regulatory delays.
Market analysis indicates that a tenant lease could generate $1.5 billion of revenue when normalized for 1GW of gross capacity and power purchase agreements, with $600 million in top line base rent revenue ($50 per KW per month) and $900 million in power capacity rent revenue ($75 per KW per month) roughly based on generic rates of $0.10 per KWH levelized cost of electricity, based on 30 comparable market transactions representing 6GW of power capacity.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Corporate Conversion	Fermi LLC will convert into a Texas corporation (Fermi Inc.) prior to the IPO, reorganizing the corporate structure.	Prior to IPO effectiveness	Changes the legal entity structure from LLC to corporation, impacting equity ownership and governance framework.
REIT Qualification Provisions	The Charter will contain limitations on ownership and transfer of shares (e.g., 2.5% ownership limit, less than 100 persons rule) to assist in maintaining REIT status.	Upon IPO effectiveness (ownership limits effective Jan 1, 2026)	Aims to ensure compliance with REIT tax requirements, but could restrict large investors and potentially affect stock price or prevent takeovers. The company may redeem shares to comply with 'closely held' rules.
Board Structure	The board of directors will initially consist of five members, divided into three staggered classes (Class I, II, III) serving three-year terms, with declassification beginning in 2029 and fully terminating in 2031.	Upon IPO effective date	A classified board can discourage takeover attempts by making it more difficult to elect a majority of directors in a single year.
Director Removal and Vacancies	Directors may only be removed for cause by a majority vote of voting shares. Vacancies and newly created directorships will be filled by a majority vote of the directors then in office.	Upon IPO effective date	Enhances board stability and makes it more difficult for shareholders to effect changes in board composition.
No Cumulative Voting	The Charter and Bylaws will not permit cumulative voting in director elections.	Upon IPO effective date	Makes it more difficult for minority shareholders to elect directors and influence board decisions.
Special Shareholder Meetings	Special meetings may only be called by the board, chairman, CEO, president, or holders of not less than 50% of outstanding voting capital stock.	Upon IPO effective date	Restricts the ability of minority shareholders to call special meetings, potentially deterring hostile takeovers.
Director Nominations and Shareholder Proposals	Bylaws establish advance notice procedures for shareholder proposals and director nominations. Texas law (Section 21.373 TBOC) imposes stock ownership requirements for shareholder proposals ($1M market value or 3% of shares held for 6 months, and solicitation of 67% voting power).	Upon IPO effective date (shareholder proposal requirements effective Sept 1, 2025)	Makes it more difficult for shareholders to nominate directors or submit proposals, potentially limiting shareholder influence compared to Delaware corporations.
Shareholder Action by Written Consent	Any action required or permitted to be taken at a shareholder meeting may be taken without a meeting if consented to in writing by all holders of shares entitled to vote.	Upon IPO effective date	Requires unanimous consent for written actions, effectively limiting the ability of a majority of shareholders to act without a meeting if not all shareholders agree.
Exclusive Forum Provision	The Business Court in the First Business Court Division of the State of Texas (or federal district court for Northern District of Texas, Dallas Division) is designated as the exclusive forum for certain litigation, and federal district courts for U.S. federal securities laws.	Upon IPO effective date	Could limit shareholders' ability to choose a favorable judicial forum for disputes, potentially discouraging lawsuits against the company or its directors/officers.
Limitations on Director and Officer Liability	The Charter will eliminate directors' and officers' personal liability for acts or omissions to the fullest extent permitted under Texas law, with certain exceptions (e.g., breach of duty of loyalty, intentional misconduct).	Upon IPO effective date	May discourage lawsuits against directors/officers for breaches of fiduciary duties, potentially benefiting them but limiting shareholder recourse.
Indemnification Agreements	Intends to enter into separate indemnification agreements with each director and executive officer, providing indemnification to the fullest extent permitted by Texas law.	Prior to IPO consummation	Aims to attract and retain qualified directors and executive officers by reducing their personal liability exposure.
Related Party Transaction Policy	Will adopt a written policy requiring audit committee review and approval/disapproval of all material related party transactions exceeding $120,000.	Prior to IPO completion	Aims to mitigate conflicts of interest and ensure transactions are on terms no less favorable than those with unaffiliated third parties.
Clawback Policy	Will adopt a compensation recoupment policy compliant with Nasdaq and SEC rules, allowing recovery of incentive-based compensation from executive officers in case of accounting restatements.	Prior to IPO completion or within 60 days thereafter	Enhances corporate accountability and aligns executive compensation with accurate financial reporting.

Legal Proceedings

No material legal proceedings are currently pending or threatened against the company that would have a material adverse effect on its business, financial condition, results of operations, or cash flows.
The company anticipates active engagement in the NRC's ongoing review of its COL Application, which may involve technical audits, requests for additional information, and public hearings, potentially introducing delays or conditional findings.
Toby Neugebauer, President and CEO, is involved in ongoing legal proceedings (Animo/GloriFi Proceedings) related to prior entrepreneurial endeavors, which may attract negative publicity and divert management's attention. The outcome of these proceedings is uncertain and could impact the company's reputation and ability to raise capital.

Related Party Transactions

Toby Neugebauer, his wife's trust (Melissa A. Neugebauer 2020 Trust), and his sons' trusts held Seed Convertible Notes and Series A Convertible Notes, which converted into Class A Units.
Jacobo Ortiz Blanes held $10,000,000 in Seed Convertible Notes through Amarillo Tech Opportunity LLC.
Enrico 1, LLC and Enrico 2, LLC, managed by Jacob Warnock, held approximately $5,500,000 in Seed Convertible Notes and $61,000,000 in Series A Convertible Notes.
MAD Energy held a $145 million Series B Convertible Note, which converted into Class A Units, and received a $20 million Secured Promissory Note (with $7.5 million outstanding) and a net profits interest (2.5% of NOI from first 1,000 MW, capped at $100 million NPV) in connection with the Firebird Acquisition.
The company entered into a Services Agreement with TFC Utilities Management LP, where Larry Kellerman (Head of Power) is CEO, for consulting services at $50,000 per month plus fees and expenses.
The Director Nomination Agreement provides certain members of the Investor Group (including entities controlled by Griffin Perry, Toby Neugebauer, and his wife) the right to designate director nominees.
The company recognized $3.6 million of compensation expense related to Class A Units purchased by two existing Class A Members (service providers and related parties) at a price below fair value.

Stakeholder Impact

Shareholders: Potential for long-term capital appreciation and tax-advantaged distributions through the REIT structure, but also immediate and substantial dilution from the IPO, and risks related to stock price volatility and anti-takeover provisions.
Employees: Opportunities for equity-based compensation under the 2025 Long-Term Incentive Plan, but also risks related to the company's development stage and potential for management attention diversion due to public company obligations.
Customers (Hyperscalers/AI Tenants): Access to scalable, reliable, low-carbon, and cost-effective power solutions, potentially avoiding grid constraints, but risks if the company fails to meet aggressive development milestones or operational covenants.
Suppliers/Contractors: Opportunities for long-term contracts for equipment and services, but risks related to payment delays, supply chain disruptions, and the company's ability to secure financing for large-scale projects.
Creditors: Exposure to the company's debt obligations, with certain loans (e.g., Macquarie Term Loan) having specific redemption rights and security interests.
Texas Tech University System: Benefits from the 99-year ground lease, including base rent, variable revenue rent (from power and water sales, appraised data center value), one-time donations to a scholarship fund, annual contributions to an Excellence Fund, and research collaboration, but also risks of lease termination if Fermi fails to meet conditions.

Next Steps

Complete Phase 0: Establish critical external infrastructure, secure 200 MW power from SPS, fiber connections, water services, and large-scale natural gas delivery by end of 2025.
Launch Phase 1 development in April 2026, aiming to deliver 2.6 million square feet of AI compute capacity and 1.1 GW of operational power by end of 2026.
Negotiate and execute a binding definitive lease agreement with the First Tenant based on the non-binding LOI.
Continue active negotiations with OEMs, EPC contractors, and secondary market equipment sources for Phase 2 (800 MW incremental power by Q3 2027).
Advance regulatory and development workstreams for nuclear power, including securing NRC approval for the COL Application and placing orders for major long lead-time equipment for Phase 3 (first 1 GW Westinghouse Reactor by Q3 2031).
Expand strategic partnerships with leading AI and HPC players to secure long-term tenants.
Continue enhancing vertical integration across the infrastructure value chain to improve cost, reliability, and execution certainty.
Systematically scale the integrated development model to deliver approximately 1 GW of generation capacity annually in subsequent phases.
Remediate the identified material weakness in internal control over financial reporting and establish proper and effective internal controls as a public company.

Key Dates

Date	Description
2025-01-10	Fermi LLC (the Company) was formed as a Texas limited liability company (Inception date).
2025-01-10	Fermi LLC elected to be classified as a corporation for U.S. federal income tax purposes, effective from this date.
2025-02	Preliminary development of Project Matador began.
2025-05-09	Fermi entered into an Equipment Purchase Agreement (EPA) with Firebird LNG, LLC to acquire the Siemens Contract.
2025-05-12	Fermi SPE, LLC, a wholly owned subsidiary, was formed.
2025-05-14	Company entered into a 99-year Ground Lease Agreement (Lease) and Groundwater Lease with The Texas Tech University System and Texas Tech University for the Project Matador Site.
2025-05-22	Issuance of Seed Convertible Notes began.
2025-05-30	Fermi Equipment Holdco, LLC, a wholly owned subsidiary, was formed.
2025-05-31	Issuance of Series A Convertible Notes began.
2025-06-17	Fermi filed its Combined License Application (COL Application) for 4 GW of nuclear power with the NRC.
2025-06-26	Fermi closed on the acquisition of three pre-owned GE 6B frame class gas turbines and one associated used steam turbine (180 MW GE 6B Purchase).
2025-07-01	Fermi LLC filed an election to be classified as a corporation for U.S. federal income tax purposes, effective from January 10, 2025.
2025-07-02	A 150-for-1 forward unit split (Unit Split) of Class A and Class B Units became effective.
2025-07-28	Company entered into a non-binding Memorandum of Understanding (MOU) with Hyundai Engineering & Construction Co., Ltd. for a nuclear-based hybrid energy project.
2025-07-29	Fermi consummated the Firebird Acquisition, acquiring Firebird Equipment Holdco, LLC and the Siemens Contract.
2025-08-01	Fermi changed its taxable year to a calendar year end for U.S. federal income tax purposes, effective from this date, to make a REIT election.
2025-08-02	Company entered into a COLA Gap Analysis Service Agreement with Westinghouse to assist with COL Application development.
2025-08-02	Equity-related transactions occurred, including grants of restricted equity units to executives and service providers, and Class A Units to the CEO.
2025-08-11	Fermi SPE entered into a Land Exchange Agreement and a First Amendment to the Ground Lease Agreement with Texas Tech University System and others.
2025-08-25	Company entered into a non-binding MOU with Doosan Enerbility Co., Ltd. to explore nuclear business opportunities.
2025-08-25	Company entered into a non-binding MOU with Korean Hydro & Nuclear Power Co. (KHNP) and Samsung C&T Corporation (Samsung) for cooperation in Project Matador.
2025-08-25	Fermi and Mobile Power Solutions LLC (MPS) entered into a memorandum of understanding for a long-term lease of up to 140 MW of TM2500s.
2025-08-29	Company issued approximately $107.6 million of its Preferred Units in a private placement (Preferred Units Financing).
2025-08-29	Fermi Equipment HoldCo, LLC and Firebird Equipment HoldCo, LLC entered into a $100 million senior secured term loan with Macquarie Equipment Capital, Inc. (Macquarie Term Loan).
2025-09-05	NRC accepted Fermi's COL Application for review.
2025-09-18	Company donated 3,750,000 Class B Units to Dechomai Asset Trust, a Nevada 501(c)(3) public nonprofit organization.
2025-09-19	Company entered into a non-binding Letter of Intent (Tenant LOI) with an investment grade-rated tenant for a portion of the Project Matador Site.
2025-09-22	Fermi entered into a second memorandum of understanding with MPS to negotiate a lease for up to approximately 180 MW of additional TM2500 units.
2025-09-23	Vesting conditions for 12,397,501 shares of common stock from unvested Class B Units were modified.
2025-09-25	Company entered into a letter of intent with Siemens to negotiate to purchase three SGT6-5000F gas turbines packages and related auxiliaries producing up to 1.1 GW.
2025-12-01	Maturity date for the $20 million Secured Promissory Note issued to MAD by Fermi.
2025-12-31	Targeted completion date for Phase 0: Preparation of the Acquired Site.
2025-12-31	Expected date for consummation of the land exchange under the Land Exchange Agreement for the remaining 713 acres of Project Matador Site.
2025-12-31	Deadline for Fermi to deliver a term sheet with a tenant for Phase 1 lease to Texas Tech University System, failure of which could lead to lease termination.
2026-01-01	Maturity date for the $145 million Series B Convertible Note issued to MAD by Fermi.
2026-03	Target date to commence operations for Phase 1 of Project Matador.
2026-04	Expected energization of the Siemens System.
2026-04	Phase 1 development of approximately 2.6 million square feet of AI compute capacity is currently expected to launch.
2026-06	Initiation of early procurement activities and comprehensive partner onboarding for nuclear project under Hyundai MOU.
2026-09	Targeted start of EPC activities for nuclear project under Hyundai MOU.
2026-11-01	Commencement date for monthly fee payments under the ETC Gas Purchase Agreement.
2026-12-31	Targeted completion date for Phase 1: Initial Development & Construction of the First Gigawatt (1.1 GW).
2026-12-31	Deadline for Fermi to obtain a notice to proceed from the Texas Tech University System for Phase 1 development, failure of which could lead to lease termination.
2026-12-31	Expected date for 1.1 GW of power to be online.
2027-09-30	Targeted completion date for Phase 2: Development of an additional one million square feet of data center space, served by 800 MW or greater of incremental firm power supplies.
2031-09-30	Targeted completion date for Phase 3: Construction of the First Nuclear Reactor and Continued Buildout of Gas Generation Capabilities.
2032	Expected commissioning of the first Westinghouse Reactor unit.
2034	Expected commissioning of the second Westinghouse Reactor unit.
2035	Expected commissioning of the third Westinghouse Reactor unit.
2036	Expected commissioning of the fourth Westinghouse Reactor unit.
2038-12-31	Targeted completion date for Phase 4: Expansion of Infrastructure and Construction of Additional Nuclear Reactors, aiming for up to 11 GW total generation capacity.

Keywords

AI infrastructure, data center, nuclear power, natural gas, REIT, Texas, Project Matador, IPO, energy development, hyperscaler, SMR, BESS, SEC filing, corporate conversion

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